Investor Presentation August 2020 Forward Looking Statements and - - PowerPoint PPT Presentation
Investor Presentation August 2020 Forward Looking Statements and - - PowerPoint PPT Presentation
Investor Presentation August 2020 Forward Looking Statements and NonGAAP Financial Measures Statements and information in this presentation that are not historical are forwardlooking statements within the meaning of the Private Securities
Forward Looking Statements and Non‐GAAP Financial Measures
Statements and information in this presentation that are not historical are forward‐looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and are made pursuant to the “safe harbor” provisions of such Act. Forward‐looking statements include, but are not limited to, statements regarding our outlook, guidance, expectations, beliefs, hopes, intentions and strategies. These statements are subject to a number of risks, uncertainties, assumptions and other factors including those identified below. All forward‐looking statements are based on information available to us at the time the statements are made. We undertake no obligation to update any forward‐looking statements, whether as a result of new information, future events or otherwise, except as required by law. You should not place undue reliance on our forward‐looking statements. Actual events or results may differ materially from those expressed or implied in the forward‐looking statements. The risks, uncertainties, assumptions and other factors that could cause actual results to differ from the results predicted or implied by our forward‐looking statements include the factors disclosed under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10‐K for the year ended December 31, 2019. The report is available on our investor relations website at lkqcorp.com and
- n the SEC website at sec.gov.
This presentation contains non‐GAAP financial measures. Included with this presentation is a reconciliation of each non‐GAAP financial measure with the most directly comparable financial measure calculated in accordance with GAAP.
2
Mission Statement
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To be the leading global value‐added distributor of vehicle parts and accessories by offering our customers the most comprehensive, available and cost effective selection of part solutions while building strong partnerships with our employees and the communities in which we operate
Today’s Agenda
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LKQ Today LKQ’s Strategy to Drive Shareholder Value Engaged Board with Strong Governance Practices LKQ Business Overview Concluding Remarks
$374 $388 $347 $465 $798 $1,097 $836 2015 2016 2017 2018 2019 TTM YTD 2020
5
LKQ is a global distributor of vehicle products, including
replacement parts, components and systems used in repair and maintenance of vehicles and specialty products and accessories
Founded in 1998 through a combination of wholesale recycled
products businesses, which subsequently expanded through
- rganic growth and ~280 acquisitions of aftermarket, recycled,
refurbished and remanufactured product suppliers
Customers are primarily wholesale collision and mechanical
DIFM shops
Organized into three reportable segments: North America,
Europe and Specialty
~1,600 facilities, including roughly 550 in the U.S. and 1,050 in
- ver 25 other countries with ~44,000 employees (14,000 in
North America)
1) Represents Parts and Services organic growth. 2) Segment EBITDA reflects continuing operations only. It is a non‐GAAP measure. 3) Free cash flow amount only includes free cash flow generated by continuing operations and is defined as cash flow from operations less capital expenditures. It is a non‐ GAAP measure. 4) YTD & TTM reflect period through 6/30/2020. North America 42% Europe 46% Specialty 12%
Revenue ($mm)
$7,193 $8,584 $9,737 $11,877 $12,506 $11,785 $5,627 2015 2016 2017 2018 2019 TTM YTD 2020
Organic Growth(1)
4.1% 4.4% 7.0% 4.8% 0.3%
Segment EBITDA(2) ($mm)
$855 $1,005 $1,117 $1,251 $1,328 $1,263 $613 2015 2016 2017 2018 2019 TTM YTD 2020
EBITDA Margin
11.5% 10.5% 10.6% 11.9% 11.7%
Free Cash Flow(3) ($mm) Company Overview Financial Performance Revenue by Segment
10.7%
(4) (4) (4) (4) TTM
(10.3%) 10.9%
(4) (4) (4)
Overview of LKQ
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13% 21% 3% 46% 12% 5%
Other Specialty European Operations Self Service Parts North America Aftermarket North America Recycled Products North America
2003 2007 2011 2020 (1)
Total Revenue $3.27 billion Total Revenue $11.8 billion Total Revenue $1.11 billion Total Revenue $328 million Wholesale Salvage
1998 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2018 2014 2017 2016 2015 2019
Keystone/ Paint Self Serve Remanufactured US Europe‐Sator Europe‐Rhiag Heavy Duty Refurbished Wheels Europe‐ECP Keystone/ Specialty Europe – Stahlgruber Aftermarket Collision
1) TTM reflects period through 6/30/2020.
54% North America LKQ has grown from a North American collision operation to a globally diversified aftermarket distributor
Services
Over 16 years of growth
Key cost reductions
- Personnel costs down 24%
– Headcount actions totaling ~17K FTEs include furlough, RIFs, decreased hours, elimination of overtime, temp workers and hiring freeze; leveraging European government programs
▪ Brought back a portion of FTEs as revenue recovered through the quarter
– Salary reduction of 10% – 20% effective during Q2 for employees compensated above certain thresholds and delayed merit increase
▪ Salary trim and merit reinstated in Q3
– Additional personnel savings reflected in COGS
- Delivery costs down 9%
– Optimization in number of deliveries & routes across each segment and lower vehicle expenses and fuel spend, partially
- ffset by mix‐driven increase in third party freight cost
- Facilities costs down 5%
– Lower utilities expense; branch closure benefits will be largely prospective owing to restructuring undertaken
- Other costs down 11%
– Reduction in discretionary, professional services and non‐ mission critical spend representing a 17% decrease; partially
- ffset by increased bad debt expense in Q2 (up 49% compared
to Q1 2020)
Other Facilities Delivery* Personnel
Opex 18% Revenue 12%
*Delivery Costs include freight, vehicle & fuel ** Percentage changes reflect comparison against Q1 2020 figures
Opex quarterly run rate**
24% 9% 5% 11%
Cost Structure Actions
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Credit Rating
- Rated Ba2 / BB by Moody’s and S&P, respectively
Debt Structure
- Fixed Interest Rate Bonds: €1,500 million ($1,685 million)
- Variable Interest Rate Bank Debt: $1,471 million ($939 million hedged to fixed rates)
- Receivables Securitization Facility: $0 outstanding balance
- Other Debt (capital leases, local lines of credit): $122 million
Maturities
- Current maturities: $94 million; No significant maturities until January 2024
Financial Covenants(1)
- Credit Facility maximum leverage ratio covenant: 5.00x
- Net debt to EBITDA as of June 30, 2020: 2.2x
- Credit Facility minimum interest expense coverage ratio: 3.0x
- EBITDA to interest expense as of June 30, 2020: 11.7x
- Euro Notes do not include financial maintenance covenants
Liquidity
- Cash on balance sheet of $476 million
- $3,150 million revolving credit facility: $1,941 million available
- Receivables securitization facility: $0 outstanding balance ($110 million outstanding capacity)
- Total Available Liquidity: $2,527 million
Cash Flows
- YTD 2020 operating cash flow of $913 million (43% higher than prior year); YTD 2020 free cash flow(2) of $836 million
(56% higher than prior year)
COVID‐19 Actions
- Reduced CapEx by over $100M (down ~40%) vs. prior guidance; only mission critical programs and
Fource CDC progressing; YTD CapEx of $77 million (down 24% year over year)
- Reduced inventory replenishment rates across each segment to reflect current demand outlook
- Actively monitoring customer receivables
- European vendor financing program and overall payment terms initiative progressing
- Tax payment deferral programs resulted in $175‐$185 million Q2 benefit; largely unwinds in the second half of 2020
and remainder in 2021‐2022
- Share repurchase program suspended on March 16, 2020
- All actions yielded benefits to total liquidity in Q2
(1) See the definition of Net Debt, interest expense and EBITDA in the credit agreement filed with the SEC for further details (2) Free Cash Flow is a non‐GAAP measure. Refer to Appendix 5 for Free Cash Flow reconciliation
Liquidity as of June 30, 2020
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LKQ Today LKQ’s Strategy to Drive Shareholder Value Engaged Board with Strong Governance Practices LKQ Business Overview Concluding Remarks
Today’s Agenda
Significant Market Opportunity for LKQ in the US and Europe
10 US and Europe Market Opportunity (1,2,3)
Automotive Repair Market Do It For Me (DIFM) Collision Collision Parts Collision (Wholesale) US Market Opportunity – $71 billion Europe Market Opportunity – €102 billion DIY Mechanical Labor Mechanical Parts Labor Markup Retail Price Parts & Labor Mechanical (Wholesale) Markup 1) Source: 2014 Datamonitor; Management estimates. 2) Source: AAIA Factbook, 27th Edition 2018; 2016 data is estimated, excludes tires. 3) Note: All $ and € in billions; Excludes VAT and sales taxes.
US: $243 Europe: €198 US: $194 Europe: €188
US: $49 EU: €10
US: $46 Europe: €30 US: $148 Europe: €158 US: $25 Europe: €22
US: $21 EU: €8 US: $67 EU: €38
US: $81 Europe: €120
US: $8 EU: €8 US: $27 EU: €42
US: $17 EU: €14 US: $54 EU: €78
Aging Vehicles Coupled with Increasing Complexity and Cost of Repairs Contribute to Growth Opportunities
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Source: Experian vehicles in operation as of 12/31/17; SAAR projections, Bank of America Merrill Lynch 1/8/18 and CCC Information Services. 1) Number of parts per repairable claim. (in millions) Cost per Part CAGR: 0.8% Part per Claim CAGR: 2.8% 9.5 9.7 9.7 10.0 10.6 $119.3 $121.1 $121.8 $122.5 $123.4 2015 2016 2017 2018 2019 Number of Parts Cost Per Part
(1)
121 118 114 108 103 101 101 101 103 106 112 117 119 118 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022
United States Vehicles in Operation (between 3‐10 years old) Cost per Part and Number of Parts 2015 – 2019
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…and Improved Cycle Time for Repairs
Clear Value Proposition
Note: Parts price only – excludes labor; the average savings percentages are for illustrative purposes.
2013 Honda Accord
Hood
2012 Toyota Corolla
Headlamp
2014 Chevrolet Silverado
Transmission New OEM $644 $226 $3,193 Remanufactured N/A $193 $2,498 Recycled OEM $337 $91 $1,507 New A/M $548 $193 N/A Competitor $441(1) $192 $2,100(2) Average Savings 31% 30% 37%
1)Aftermarket competitor. 2)Remanufactured competitor
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Collision Products, a $17 Billion Industry in the US
Source: CCC Information Services – Crash Course 2019.
Repair Shop New OEM Manufacturers 61% Aftermarket 21% Recycled OEM 11% Refurbished & Optional OE Products 7% Insurance Companies (Indirect Customers) Alternative parts = 39% of parts costs
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Regional Distribution Improves Fulfilment
Highly fragmented space 20X size of next competitor Consistent nationwide coverage
and warranty
Strong management team Strong logistics & footprint Industry leading fill‐rates
Aftermarket: 95% Salvage
Competitor:
less than 10%
LKQ Single Site:
45%
LKQ Region:
74%
X X X M M M X M York Norfolk LaGrange Bristol Salisbury Charlotte Cades Charleston Knoxville Duncan Greenville Raleigh Greensboro Commerce X Monroe Jenkinsburg Macon Savannah Columbus Dothan Bonifay Jacksonville Lake City Orlando Melbourne West Palm Beach Pompano Beach Miami Fort Myers Tampa Crystal River Montgomery Mobile New Orleans Livingston Baton Rouge Jackson Trafford Cullman Memphis Jackson Nashville Manchester Ardmore
Atlanta
Columbia M X
Salvage Aftermarket Co‐Located Crossdock Meeting Point
LKQ Europe Footprint Parc Size(1) Age of Fleet(2) Germany 47.1 9.3 United Kingdom 36.0 7.8 Netherlands 8.6 10.4 Italy 39.0 10.8 CEE Region(3) 49.3 14.2 LKQ Europe Coverage 180.0 10.7 European Union 2013 – 2017 CAGR 282.1 2.0% 10.5 1.4%
Growing European Market with Aging Fleet
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Sources: Industry Sources, LKQ Analysis, European Automobile Manufacturers Association. 1) Passenger and Light Commercial Vehicles as of 2019. 2) As of 2016. 3) Includes Czech Republic, Slovakia, Ukraine, Hungary, Poland, Romania.
1.5% 1.0% 2.5% 2020 — 2025 CAGR Lower Range Higher Range
Expected Organic Growth for LKQ Europe 2020 — 2025 CAGR (in millions)
Europe Total Vehicles in Operation
299 304 310 315 321 327 334 340 346 352 358 364 370 376 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022
LKQ’s Business Model Supports Sustainable Growth in all Macro Environments
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Non‐Discretionary Niche and Fragmented Markets Industry Leading Management High Fulfillment Rates Operating Leverage and Synergy Opportunities Sustainable Growth and Margin Expansion Attractive Adjacent Markets
Select North American Brands Select European Brands
$1,082 $1,224 $1,306 $1,478 $1,464 $753
10.5% 10.7% 10.9% 11.4% 11.0% 11.2% 2015 2016 2017 2018 2019 YTD 2020 Revenue % Segment EBITDA Margin
*
$1,995 $2,920 $3,637 $5,222 $5,838 $2,575 10.1% 9.7% 8.8% 8.1% 7.8% 6.5%
2015 2016 2017 2018 2019 Q1 2020 Revenue % Segment EBITDA Margin
* *
LKQ’s Operating Segments Demonstrate Attractive Growth and Margin Profiles
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$4,119 $4,445 $4,800 $5,183 $5,209 $2,302 13.1% 13.3% 13.7% 12.7% 13.7% 15.7%
2015 2016 2017 2018 2019 YTD 2020 Revenue % Segment EBITDA Margin
North America Europe Specialty
Organic Growth
2.9% 3.0% 5.7%
Organic Growth
7.2% 5.3% 2.9% 0.9% 0.1% 6.9% 4.7% 4.6% (0.7%) 9.2% 7.8% 5.6%
Organic Growth
Collision
Aftermarket automotive products Automotive glass distribution Recycled & Refurbished
Mechanical
Recycled engines & transmissions Remanufactured engines & transmissions
Mechanical
175,000+ small part SKUs Brakes, filters, hoses, belts, etc.
Collision
Aftermarket (UK) & Recycled (Sweden)
Performance products Appearance & accessories RV, trailer & other Specialty wheels & tires
Product Overview Financial Overview
- 2019 Europe Segment EBITDA margin includes 20 basis points negative impact from transformation costs. YTD 2020 Europe Segment EBITDA margin includes 40 basis
points negative impact from transformation costs 1) Organic growth represents year over year change of Parts and Services organic growth. YTD 2020 represents period through 6/30/2020
(13.4%) (10.1%) (1.4%)
(1) (1) (1)
$544 $571 $523 $715 $1,064 $913 $170 $183 $175 $250 $266 $77 2015 2016 2017 2018 2019 YTD 2020 Operating Cash Flow Capital Spending
Cash Flow/Capex Net Leverage
Overview of Consolidated Financial Performance
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1) Amounts reflect continuing operations only. 2) EBITDA is a non‐GAAP measure. Refer to EBITDA reconciliation on Appendix 3. 3) Net leverage per bank covenants is defined as Net Debt / EBITDA. See the definitions of Net Debt and EBITDA in the credit agreement filed with the SEC for further details. 4) YTD 2020 represents period through 6/30/2020
1.7x 2.7x 2.7x 2.9x 2.6x 2.2x 2015 2016 2017 2018 2019 Q2 2020 $7,193 $8,584 $9,737 $11,877 $12,506 $5,627 2015 2016 2017 2018 2019 YTD 2020 $855 $1,005 $1,117 $1,251 $1,328 $613 2015 2016 2017 2018 2019 YTD 2020 ($ in millions) ($ in millions)
($ in millions)
11.7% 11.5% 10.5% 11.9%
EBITDA Margin
10.6%
Revenue Segment EBITDA
10.9%
(1) (2) (3)
- Organic revenue for parts and services declined by 16.8% largely due to the COVID‐19 pandemic and stay at home
mandates across all three segments in Q2
- North America organic revenue for parts and services declined by 22.5%; collision and auto liability claims were down
41.7% for the quarter(2); outperformance of claims trend attributable to share gains, mechanical part sales and self service parts and admissions
- Europe organic revenue for parts and services declined by 16.6%; not all regions were impacted by the pandemic at the
same time and to the same degree, creating a different growth profile for each of our European businesses ‐ Germany and the Netherlands recovering at a faster rate, with the UK and Italy lagging
- Unfavorable F/X impact on European parts and services revenue of $44 million; European constant currency parts and
services revenue declined 17.3%(3)
- Specialty organic revenue declined by 1.4%; relative strength in a down economy due to solid demand for recreational
vehicle products and from drop shipment customers
- Decrease in other revenue was primarily attributable to lower volumes and year over year prices of scrap steel. Scrap
steel prices were down 25% versus Q2 2019; and down sequentially by 16% versus Q1 2020. Decrease in other revenue was also attributable to a decrease in revenue from other scrap metals and fluids due to lower volumes.
(1) The sum of the individual revenue change components may not equal the total percentage due to rounding (2) Per CCC Information Services, Inc. 2020 Second Quarter Industry Update (3) Constant currency is a non‐GAAP financial measure. Refer to Appendix 1 for constant currency reconciliation
Revenue Changes by Source: Organic Acquisition and Divestiture Foreign Exchange Total(1) North America (22.5)% (0.6)% (0.2)% (23.4)% Europe (16.6)% (0.7)% (2.9)% (20.2)% Specialty (1.4)% 0.3% (0.4)% (1.5)% Parts and Services (16.8)% (0.5)% (1.5)% (18.9)% Other Revenue (23.7)% 0.1% (0.1)% (23.7)% Total (17.2)% (0.5)% (1.5)% (19.1)%
Components of Revenue
Q2 2020 Revenue
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North America Segment EBITDA Margin Bridge
Segment EBITDA Margin Gross Margin
Change % of Revenue ($ in millions) 2020 2019 F/(U) 2020 2019 Total Revenue $1,011 $1,322 (23.5)% Gross Margin $454 $583 (22.1)% 44.9% 44.1% Adjusted Gross Margin* $457 $583 (21.6)% 45.2% 44.1% Operating Expenses $317 $398 20.4% 31.3% 30.1% Other Income, net $8 $3 Segment EBITDA(1) $150 $190 (21.3)% 14.8% 14.4%
Note: In the table above, the sum of the individual percentages may not equal the total due to rounding *Adjusted Gross Margin is a non‐GAAP measure. Refer to Appendix 6 for Reconciliation of Gross Margin to Adjusted Gross Margin. Reported Gross Margin % increase of 0.8% was negatively impacted by 0.3% for COGS related restructuring expenses which are excluded from the bridge and Segment EBITDA Margin chart above (1) Segment EBITDA for each respective segment is a GAAP measure, while total Segment EBITDA is a non‐GAAP measure. Refer to Appendix 3 for total Segment EBITDA reconciliation and Appendix 2 for the breakout of Segment EBITDA for each respective segment.
14.8%
North America‐ Q2 2020 Results
20
(1) Segment EBITDA for each respective segment is a GAAP measure, while total Segment EBITDA is a non‐GAAP measure. Refer to Appendix 3 for total Segment EBITDA reconciliation and Appendix 2 for the breakout of Segment EBITDA for each respective segment. (2) Transformation expenses are period costs to execute the 1 LKQ Europe program that are expected to contribute to
- ngoing benefits to the business (e.g. non‐capitalized implementation costs related to a common ERP system).
These expenses are recorded in Selling, General and Administrative expenses.
Europe Segment EBITDA Margin Bridge
Gross Margin Segment EBITDA Margin
Change % of Revenue
($ in millions)
2020 2019 F/(U) 2020 2019 Total Revenue $1,211 $1,516 (20.1)% Gross Margin $445 $545 (18.4)% 36.8% 36.0% Adjusted Gross Margin* $448 $545 (17.9)% 37.0% 36.0% Operating Expenses $360 $433 16.8% 29.7% 28.6% Other Income, net $0 $2 Segment EBITDA(1) $89 $116 (23.1)% 7.4% 7.7% Transformation Expenses $2 $5 Segment EBITDA(1) excluding Transformation Expenses(2) $92 $122 (24.6)% 7.6% 8.0%
Note: In the table and Segment EBITDA Margin Bridge above, the sum of the dollars and individual percentages may not equal the total due to rounding *Adjusted Gross Margin is a non‐GAAP measure. Refer to Appendix 6 for Reconciliation of Gross Margin to Adjusted Gross Margin. Reported Gross Margin % increase of 0.8% was negatively impacted by 0.2% for COGS related restructuring expenses which are excluded from the bridge and Segment EBITDA Margin chart above
7.4%
Europe‐ Q2 2020 Results
21
Note: In the table and Segment EBITDA Margin Bridge above, the sum of the individual percentages may not equal the total due to rounding
Segment EBITDA Margin Gross Margin
Specialty Segment EBITDA Margin Bridge
Change % of Revenue
($ in millions)
2020 2019 F/(U) 2020 2019 Total Revenue $405 $412 (1.6)% Gross Margin $112 $119 (5.9)% 27.7% 28.9% Operating Expenses $61 $68 10.5% 14.9% 16.4% Segment EBITDA(1) $52 $52 (0.3)% 12.9% 12.7%
(1) Segment EBITDA for each respective segment is a GAAP measure, while total Segment EBITDA is a non‐GAAP
- measure. Refer to Appendix 3 for total Segment EBITDA reconciliation and Appendix 2 for the breakout of Segment
EBITDA for each respective segment.
12.9%
Specialty‐ Q2 2020 Results
22
Note: FCF amounts only include FCF generated by continuing operations * Free Cash Flow is a non‐GAAP measure. Refer to Appendix 5 for Free Cash Flow reconciliation ** EBITDA is a non‐GAAP measure. Refer to Appendix 3 for EBITDA reconciliation
66% 42% 31% 39% 45%
$ in millions
$544 136%
Free Cash Flow*
23
Effective borrowing rate for Q2 2020 was 2.8% (3)
Total Capacity(1)
($ in millions )
2.6x
(1) Total capacity includes our term loans and revolving credit facilities (2) Net leverage per bank covenants is defined as Net Debt/EBITDA. See the definitions of Net Debt and EBITDA in the credit agreement filed with the SEC for further details (3) Including our interest rate swaps, approximately 84% of our outstanding debt at June 30, 2020 is effectively at a fixed interest rate ($ in millions )
2.2x $3,491 $4,072 $3,278 $3,482
Leverage & Liquidity
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- Maximum net leverage ratio of 5.00x
for Q2 2020 through Q1 2021, 4.50x for Q2 2021, 4.25x for Q3 2021, and 4.00x for Q4 2021 through the maturity of the credit facility
- Net Debt/EBITDA increased in Q2
2018 due to the Stahlgruber acquisition
- Strong cash flow generation has
allowed us to reduce our net leverage to pre‐Stahlgruber acquisition levels within 6 quarters
- Able to de‐lever while also
repurchasing $440 million in LKQ stock program‐to‐date
Net Debt/EBITDA(1)
(1) Net leverage per bank covenants is defined as Net Debt/EBITDA. See the definitions of Net Debt and EBITDA in the credit agreement filed with the SEC for further details
2.6x 2.6x 2.5x 2.6x 3.1x 3.0x 2.9x 2.9x 2.8x 2.2x
Net Leverage Trend
25
26 Market Leader Growing Markets Diversified Revenue Base Demonstrated Performance Leading Positions In Large Markets
Largest participant in
each market served
Scale provides
purchasing leverage and depth of inventory
European & Specialty
expansion drives diversification
Opportunities for
new locations & adjacent markets Diversified Revenue Stream
Global balance with
Pan‐European footprint
Multiple end markets Broad parts segment
exposure
Self funded growth
Expanding Alternative Parts Usage
Increasing availability
- f quality
aftermarket and recycled products
Distribution network
and inventory levels allow higher fulfilment rates
Expanding number of
vehicles comprising “sweet spot” in our target market Clear Value Proposition
Insurers focused on
controlling repair costs
Alternative products
- ffer savings of 20%‐
50% of OEM parts repairs
Best partner for
insurance companies Solid Financial Metrics
History of delivering
- rganic revenue
growth & EBITDA expansion
Strong FCF
generation supports growth
Diversified capital
structure
Limited near‐term
structured debt repayments & ample liquidity
LKQ Investment Highlights
27
LKQ Today LKQ’s Strategy to Drive Shareholder Value Engaged Board with Strong Governance Practices LKQ Business Overview Concluding Remarks
Today’s Agenda
LKQ’s Plan to Drive Shareholder Value
28
Share gains in existing markets Greenfield / brownfield expansion projects (warehouse capacity and dismantling facilities) Consolidation within existing markets through the acquisition of smaller businesses (Stag & Parts Channel) Additional market penetration Focused capital allocation strategy enabling organic growth, de‐levering & returning capital to shareholders
Enhanced European simplification through “1 LKQ Europe” Continued growth and profitability in North America segment Focused capital allocation strategy Driving further growth and profitability in Specialty segment
Expansion into new markets mostly complete Euro Car Parts (United Kingdom & ROI) Sator (Benelux & France) Rhiag (Italy & 9 other European countries) Stahlgruber (Germany & Eastern Europe) Plan to integrate & drive margins Higher penetration of proprietary & exclusive brands Pursue “marquee brands” within existing markets (e.g. Warn) OE warranty programs Facility & warehouse integration Pursue additional value‐added services through technology
29
21 Different Countries Maintain Strong Entrepreneurial Culture
Rationalized Product Portfolio
Common ERP Platform LKQ Europe Headquarters 29 ERP Systems 24 Financial Systems 50 Customer Portals 90 Private Label Brands 38 Phone Systems 15 E‐mail Systems 10 Catalogues Fragmented Procurement and Product Management Transformation
1
Unchanged Customer Experience… …In the Hands of Local Managers
1 LKQ Europe: Simplification & Integration of EU Operations
30 LKQ is uniquely positioned to leverage its scale and capabilities in Europe
Procurement Private Label Revenue Optimization ERP Revenue Impact Complexity Reduction Cost Reduction Customer Value Leveraging LKQ Scale
Positive Impact Minimal Impact
1 LKQ Europe: Benefits from LKQ Europe Initiatives
31 Organic revenue & EBITDA improvement from initiatives Organic Revenue Growth Margin Improvement Operating Leverage
Favorable collision tailwinds Expansion of product offerings Monitoring opportunity of ADAS and EV Further optimizing aftermarket and
pricing
Salvage product pricing Continual improvement on our salvage
procurement
Compensation tied more closely to
margin and Free Cash Flow improvement
Mitigate rising freight Roadnet – Phase 2 Increased use of our centralized back
- ffice operations
Heavy focus on employee retention &
talent recruitment Collision & Mechanical
Aftermarket Salvage Glass Paint (PBE)
Key Initiatives A Great Stable of Brands
Multiple Levers to Drive North American Results
#1 Provider of:
Recycled & aftermarket collision parts Recycled & remanufactured engines and
transmissions
Wholesale auto replacement glass
32
Maximum Bid $2,700.00 # of Parts Selected 31 Bid Value $5,363,02 Estimated COGS 50.25% Estimated Margin $2,663.02 Select
Select
Part IC Number Bid Value Damage Level ENG 09535 $3,750.00 20% TRA 01420 $730.00 60% CRR 00195B $0.00 100% RAX 00212C $1,212.50 10%
Auction
Salvage auction cars are loaded into bid database Automated by LKQ
Bid & Selection LKQ Proprietary Bidding System BID‐X
Sub‐Optimal Vehicle
Optimal Vehicle Optimal Parts
Sub‐Optimal Parts
Determine Market Value of Parts to Generate a Targeted Bid Price for the Vehicle Bid value determined by supply, demand, variation, & condition Vehicle Validation through Established Vehicle VIN Databases
Bid Statistics
Won cars are towed to respective yards and dismantled
Efficient & Scalable Salvage Procurement
Leading Brands and Multiple Levers to Drive Strong Specialty Growth
33 Market leading management team poised to deliver New Product Lines
New product lines through the same
distribution (target $25M/year)
New products within existing lines New services
New Customers
New customers (Jobbers, Dealers,
Retailers, Installers), existing markets
New customers in adjacent space
markets (e.g. Trailering, Hard Parts) Increased Customer Penetration
Drive new and existing lines into new and
existing customers (e.g. selling crossover truck accessory products to RV Dealers) Company / Exclusive Brands
Pursue a greater percentage of business
with proprietary products Lead the Industry in On‐Line Selling Fulfillment
The best solution to drop ship selling Drive new Parts Via program (click to
mortar) Key Initiatives A Great Stable of Brands
Specialty Segment has Competitive Advantages
Competitive Advantage Commentary Logistics Network North America – best coverage, next day Late cut off times, 99.9% fill rate Big & Bulky items Company Fleet and Drivers (560 Cube Vans, 90 TT) Best e‐tailer service option Inventory Biggest ($320M) Deepest (185K stocking SKU’s) Transaction Processing Daily relationship with customers (36K cust. loc.) Customer Care (1.4M calls, 400K emails, etc) AR / AP (4M Invoices, 800K Payments) Product Data Set Best Data in the industry Most accurate YMM lookup Going to mobile w/ VIN & License Plate lookup Sales Team Outside (60) Inside (160) Customer Support (60) Customer Service (50) Auto RV Nat’l Retail Canada / Export Technology e‐Keystone / Via (B2B) Topline (DMS) Magnifinder (service parts) PartsVIA (click 2 Mortar) 34
Net Debt / EBITDA Over Time(1)
Strong Track Record of Delevering
1) Net leverage per bank covenants is defined as Net Debt / EBITDA. See the definitions of Net Debt and EBITDA in the credit agreement filed with the SEC for further details. 2) Rounded to nearest $10mm. 1.9x 2.0x 1.7x 2.0x 1.7x 2.7x 2.7x 2.9x 2.6x 2.2x 2011 2012 2013 2014 2015 2016 2017 2018 2019 Q2 2020
$400 $470 $1,380
Transformative Acquisitions Net Debt / EBITDA
Euro Car Parts Keystone Specialty PGW/ Rhiag STAHLGRUBER $660 $1,150 $250
Represents size of acquisition ($mm)(2)
35 Within five quarters following the company's largest‐ever transaction, we got back to the Stahlgruber pre‐acquisition leverage ratio
Warn Industries Sator $270
LKQ Today LKQ’s Strategy to Drive Shareholder Value Engaged Board with Strong Governance Practices LKQ Business Overview Concluding Remarks
36
Today’s Agenda
Independent Leadership & Oversight
LKQ is governed by 11‐member board of directors, 9 of whom are independent directors under NASDAQ
guidelines
Separate Chairman / CEO roles
Continued Focus on Board Refreshment
Ongoing process to refresh and strengthen board composition with shareholder input; 5 new
independent directors added in the past 3 years
The average tenure of board is ~5.5 years Appointed Patrick Berard and Xavier Urbain to its Board of Directors in 2019, as part of the Board’s
- ngoing refreshment process
Structured to Empower Shareholder Rights
Annual election of directors Majority voting standard (plurality carve‐out voting standard only in contested elections) Proxy access provision No poison pill in place
Corporate Governance Highlights
37
LKQ’s Directors are Well Equipped to Drive Shareholder Value Creation
38
Director Executive Leadership Automotive Industry Digital Technology Operations Treasury/ Capital Allocation/ Corporate Development Finance/ Accounting/ Auditing Government Relations/ Regulatory Human Capital Management/ Compensation Corporate Governance Europe / Other Experience Supply Chain/ Logistics Risk Assessment and Management Investor Relations Joseph Holsten
Dominick Zarcone
Patrick Berard
Meg Divitto
Robert Hanser
Blythe McGarvie
John Mendel
Jody Miller
John O'Brien
Guhan Subramanian
Xavier Urbain
LKQ’s Directors are Well Equipped to Drive Shareholder Value Creation
Photo Name Years on Board Age Primary Occupation Key Skills Independent Joseph Holsten 17 66 Chairman of the Board Unparalleled knowledge of LKQ business and industry Dominick Zarcone 3 60 President and CEO Extensive finance experience Patrick Berard
(Effective October 2, ‘19)
<1 66 CEO and Director of Rexel Group Variety of leadership positions in European businesses
Meg Divitto 2 47 Principal of Divitto Design Group Expertise in technology and IoT
Robert Hanser 4 63 Retired from Robert Bosch GmbH Worked at Bosch for 23 years with extensive automotive aftermarket experience
Blythe McGarvie 8 62 Retired Harvard Business School professor CPA with experience in European operations
John Mendel 2 64 Retired EVP of American Honda Motor Company Automotive Division Knowledge on automotive industry
Jody Miller 2 60 CEO of Business Talent Group Diverse technology, automotive, and Board experience
John O'Brien 17 75 Retired CEO of Allmerica Financial Board experience and financial expertise
Guhan Subramanian 7 48 Professor of Law and Business at Harvard Business School Knowledge on corporate governance and Board
- f Directors legal processes
Xavier Urbain
(Effective December 9, ‘19)
<1 62 Chairman of Caldic BV and previous CEO at CEVA Logistics Significant global supply chain and logistics experience
Ongoing refreshment program that has resulted in five new independent directors added over last three years; total of nine directors added since 2012
Indicates Directors Who Have Joined the LKQ Board Since 2012
39
The Compensation Committee of LKQ’s board carefully considers the most effective ways to motivate and incentivize
management to accomplish specific strategic goals
Objective, tailored metrics with challenging performance targets are chosen annually to align LKQ’s compensation
program with its strategic plan and effectively align the interests of management with shareholders In 2019, selected Adjusted EBITDA, EBITDA margin percentage and free cash flow as annual metrics to focus management on profitability and the optimization of cash flow Furthermore in 2019, shifted 50% of the 3‐year incentive award from cash to performance based RSU. The metrics for the 3‐year incentive awards (both cash and equity) now include organic revenue growth, adjusted EPS and ROIC No changes to the metrics for 2020 compensation plans
The interests of each of LKQ’s current board members and executives are closely aligned with the shareholders.
Together, the LKQ directors and executive officers beneficially own more than 1,700,000 shares of LKQ common stock
All of LKQ’s compensation plans are designed to create a pay‐for‐performance culture and grant a high percentage of
at‐risk compensation
40 The compensation program developed by the Compensation Committee is designed to drive shareholder value
LKQ’s Performance‐Based Compensation Practices
Today’s Agenda
41
LKQ Today LKQ’s Strategy to Drive Shareholder Value Engaged Board with Strong Governance Practices LKQ Business Overview Concluding Remarks
42
LKQ's Management and Board are Executing on a Strategy That is Delivering Shareholder Value
- COVID‐19 Pandemic Impact on Operations
- Efforts by governments to flatten the infection curve had a negative impact on mobility and miles driven
- Revenue impact through June 2020 has not been as significant as initially expected when first quarter results were
announced
- Cost actions and cash management implemented to align with demand
- No material disruptions to supply chain
- Liquidity should be sufficient to support current operations
- Sequential improvement in organic revenue from April through June
- April organic parts and services revenue decreased 30.3% on a per day basis, improving to a decrease of 7.3% on a
per day basis in June
- Implemented cost reduction actions resulting in sequential savings of approximately $162 million (down 18%) in Q2
compared to Q1 2020
- Q2 2020 Diluted EPS from continuing operations of $0.39 vs. $0.48 (19% decrease): Q2 2020 Adjusted Diluted EPS(1) of
$0.53 vs. $0.65 (19% decrease)
- Strong operating cash conversion; generated $718 million in operating cash flows in Q2 2020 (up 56%): free cash flow(2) of
$686 million (up 66%); $913 million in operating cash flows YTD 2020 (up 43%): free cash flow(2) of $836 million (up 56%)
- Paid down $552 million in debt in Q2 and $782 million YTD; net leverage declined to 2.2x(3) EBITDA as of June 30
- Amended our credit agreement to increase maximum permitted net leverage ratio which significantly reduced the risk of a
covenant breach
(1) Adjusted Diluted EPS is a non‐GAAP measure. Refer to Appendix 4 for Adjusted Diluted EPS reconciliation (2) Free Cash Flow is a non‐GAAP measure. Refer to Appendix 6 for Free Cash Flow reconciliation (3) Net leverage per bank covenants is defined as Net Debt/EBITDA. See the definitions of Net Debt and EBITDA in the credit agreement filed with the SEC for further details
Appendix ‐ Non‐GAAP Financial Measures
This presentation contains non‐GAAP financial measures. Following are reconciliations of each non‐GAAP financial measure with the most directly comparable financial measure calculated in accordance with GAAP.
Appendix 1 ‐ Constant Currency Reconciliation
- The following unaudited table reconciles revenue growth for Parts & Services to constant currency revenue growth for the
same measure:
We have presented the growth of our revenue on both an as reported and a constant currency basis. The constant currency presentation, which is a non‐GAAP financial measure, excludes the impact of fluctuations in foreign currency exchange rates. We believe providing constant currency revenue information provides valuable supplemental information regarding our growth, consistent with how we evaluate our performance, as this statistic removes the translation impact of exchange rate fluctuations, which are outside of our control and do not reflect our operational
- performance. Constant currency revenue results are calculated by translating prior year revenue in local currency using the current year's
currency conversion rate. This non‐GAAP financial measure has limitations as an analytical tool and should not be considered in isolation or as a substitute for an analysis of our results as reported under GAAP. Our use of this term may vary from the use of similarly‐named measures by
- ther issuers due to the potential inconsistencies in the method of calculation and differences due to items subject to interpretation. In addition,
not all companies that report revenue growth on a constant currency basis calculate such measure in the same manner as we do and, accordingly, our calculations are not necessarily comparable to similarly‐named measures of other companies and may not be appropriate measures for performance relative to other companies.
Three Months Ended June 30, 2020 Six Months Ended June 30, 2020 Consolidated Europe Consolidated Europe Parts & Services Revenue growth as reported (18.9)% (20.2)% (11.9)% (13.1)% Less: Currency impact (1.5)% (2.9)% (1.4)% (2.7)% Revenue growth at constant currency (17.4)% (17.3)% (10.5)% (10.4)%
Appendix 2 ‐ Revenue and Segment EBITDA by segment
Three Months Ended June 30(1) Six Months Ended June 30(1)
(in millions)
2020 % of revenue 2019 % of revenue 2020 % of revenue 2019 % of revenue
Revenue North America $1,011 $1,322 $2,302 $2,624 Europe 1,211 1,516 2,575 2,962 Specialty 405 412 753 765 Eliminations (1) (1) (3) (3) Total Revenue $2,626 $3,248 $5,627 $6,348 Segment EBITDA North America $150 14.8% $190 14.4% $361 15.7% $367 14.0% Europe 89 7.4% 116 7.7% 168 6.5% 222 7.5% Specialty 52 12.9% 52 12.7% 84 11.2% 90 11.8% Total Segment EBITDA $291 11.1% $359 11.0% $613 10.9% $679 10.7%
We have presented Segment EBITDA solely as a supplemental disclosure that offers investors, securities analysts and other interested parties useful information to evaluate our segment profit and loss and underlying trends in our ongoing operations. We calculate Segment EBITDA as EBITDA excluding restructuring and acquisition related expenses (which includes restructuring expenses recorded in Cost of goods sold), change in fair value of contingent consideration liabilities, other gains and losses related to acquisitions, equity method investments or divestitures, equity in losses and earnings of unconsolidated subsidiaries, and impairment charges. EBITDA, which is the basis for Segment EBITDA, is calculated as net income, less net income (loss) attributable to continuing and discontinued noncontrolling interest, excluding discontinued operations and discontinued noncontrolling interest, depreciation, amortization, interest (which includes gains and losses on debt extinguishment) and income tax expense. Our chief operating decision maker, who is our Chief Executive Officer, uses Segment EBITDA as the key measure of our segment profit or loss. We use Segment EBITDA to compare profitability among our segments and evaluate business strategies. This financial measure is included in the metrics used to determine incentive compensation for our senior management. We also consider Segment EBITDA to be a useful financial measure in evaluating our operating performance, as it provides investors, securities analysts and other interested parties with supplemental information regarding the underlying trends in
- ur ongoing operations. Segment EBITDA includes revenue and expenses that are controllable by the segment. Corporate general and administrative
expenses are allocated to the segments based on usage, with shared expenses apportioned based on the segment's percentage of consolidated
- revenue. Refer to the table on the following page for a reconciliation of net income to EBITDA and Segment EBITDA.
(1) The sum of the individual components may not equal the total due to rounding
Appendix 3 ‐ Reconciliation of Net Income to EBITDA and Segment EBITDA
(1) The sum of the individual components may not equal the total due to rounding (2) The sum of these two amounts represents the total amount that is reported in Restructuring and acquisition related expenses
Three Months Ended June 30(1) Six Months Ended June 30(1)
(in millions) 2020 2019 2020 2019 Net income $119 $152 $265 $251 Subtract: Net (loss) income attributable to continuing noncontrolling interest (0) 1 1 2 Net income attributable to discontinued noncontrolling interest — Net income attributable to LKQ stockholders $119 $151 $264 $249 Subtract: Net income (loss) from discontinued operations (1) Net income attributable to discontinued noncontrolling interest — (0) (0) (0) Net income from continuing operations attributable to LKQ stockholders $119 $150 $265 $248 Add: Depreciation and amortization 66 71 131 142 Depreciation and amortization ‐ cost of goods sold 4 5 9 11 Depreciation and amortization ‐ restructuring expenses (2) 3 — 4 — Interest expense, net of interest income 26 36 52 72 Loss on debt extinguishment — — 13 — Provision for income taxes 42 56 102 107 EBITDA $259 $318 $576 $580 Subtract: Equity in (losses) earnings of unconsolidated subsidiaries (3) 2 (2) (38) Add: Restructuring and acquisition related expenses (2) 22 8 28 12 Restructuring expenses ‐ cost of goods sold 6 — 6 — Loss on disposal of businesses and impairment of net assets held for sale 2 33 2 49 Change in fair value of contingent consideration liabilities (0) (0) Segment EBITDA $291 $359 $613 $679 Net income from continuing operations attributable to LKQ stockholders as a percentage of revenue 4.5% 4.6% 4.7% 3.9% EBITDA as a percentage of revenue 9.9% 9.8% 10.2% 9.1% Segment EBITDA as a percentage of revenue 11.1% 11.0% 10.9% 10.7%
Appendix 3 ‐ EBITDA and Segment EBITDA Reconciliation
We have presented EBITDA solely as a supplemental disclosure that offers investors, securities analysts and other interested parties useful information to evaluate our operating performance and the value of our business. We calculate EBITDA as net income, less net income (loss) attributable to continuing and discontinued noncontrolling interest, excluding discontinued operations and discontinued noncontrolling interest, depreciation, amortization, interest (which includes gains and losses on debt extinguishment) and income tax
- expense. We believe EBITDA provides insight into our profitability trends and allows management and investors to analyze our operating
results with the impact of continuing noncontrolling interest and without the impact of discontinued noncontrolling interest, discontinued
- perations, depreciation, amortization, interest (which includes gains and losses on debt extinguishment) and income tax expense. We
believe EBITDA is used by investors, securities analysts and other interested parties in evaluating the operating performance and the value
- f other companies, many of which present EBITDA when reporting their results.
We have presented Segment EBITDA solely as a supplemental disclosure that offers investors, securities analysts and other interested parties useful information to evaluate our segment profit and loss and underlying trends in our ongoing operations. We calculate Segment EBITDA as EBITDA excluding restructuring and acquisition related expenses (which includes restructuring expenses recorded in Cost of goods sold), change in fair value of contingent consideration liabilities, other gains and losses related to acquisitions, equity method investments or divestitures, equity in losses and earnings of unconsolidated subsidiaries, and impairment charges. Our chief operating decision maker, who is our Chief Executive Officer, uses Segment EBITDA as the key measure of our segment profit or loss. We use Segment EBITDA to compare profitability among our segments and evaluate business strategies. This financial measure is included in the metrics used to determine incentive compensation for our senior management. Segment EBITDA includes revenue and expenses that are controllable by the segment. Corporate general and administrative expenses are allocated to the segments based on usage, with shared expenses apportioned based on the segment's percentage of consolidated revenue. EBITDA and Segment EBITDA should not be construed as alternatives to operating income, net income or net cash provided by operating activities, as determined in accordance with accounting principles generally accepted in the United States. In addition, not all companies that report EBITDA or Segment EBITDA information calculate EBITDA or Segment EBITDA in the same manner as we do and, accordingly,
- ur calculations are not necessarily comparable to similarly‐named measures of other companies and may not be appropriate measures for
performance relative to other companies.
Appendix 4 ‐ Reconciliation of Net Income and EPS to Adjusted Net Income and Adjusted EPS from Continuing Operations
Three Months Ended June 30(1) Six Months Ended June 30(1)
(in millions, except per share data)
2020 2019 2020 2019 Net income $119 $152 $265 $251 Subtract: Net (loss) income attributable to continuing noncontrolling interest (0) 1 1 2 Net income attributable to discontinued noncontrolling interest — Net income attributable to LKQ stockholders $119 $151 $264 $249 Subtract: Net income (loss) from discontinued operations (1) Net income attributable to discontinued noncontrolling interest — (0) (0) (0) Net income from continuing operations attributable to LKQ stockholders $119 $150 $265 $248 Adjustments ‐ continuing operations attributable to LKQ stockholders: Amortization of acquired intangibles 24 31 48 63 Restructuring and acquisition related expenses 25 8 32 12 Restructuring expenses ‐ cost of goods sold 6 — 6 — Change in fair value of contingent consideration liabilities (0) (0) Loss on debt extinguishment — — 13 — Loss on disposal of businesses and impairment of net assets held for sale 2 33 2 49 Impairment of equity method investments — — — 40 Excess tax expense (benefit) from stock‐based payments (0) (1) (0) Tax effect of adjustments (14) (19) (27) (31) Adjusted net income from continuing operations attributable to LKQ stockholders $161 $204 $338 $380 Weighted average diluted common shares outstanding 304.2 312.7 305.5 314.4 Diluted earnings per share from continuing operations attributable to LKQ stockholders: Reported $0.39 $0.48 $0.87 $0.79 Adjusted $0.53 $0.65 $1.10 $1.21
(1) The sum of the individual components may not equal the total due to rounding
Appendix 4 ‐ Reconciliation of Net Income and EPS to Adjusted Net Income and Adjusted EPS from Continuing Operations
We have presented Adjusted Net Income and Adjusted Diluted Earnings per Share from Continuing Operations Attributable to LKQ Stockholders as we believe these measures are useful for evaluating the core operating performance of our continuing business across reporting periods and in analyzing our historical operating results. We define Adjusted Net Income and Adjusted Diluted Earnings per Share from Continuing Operations Attributable to LKQ Stockholders as Net Income and Diluted Earnings per Share adjusted to eliminate the impact of continuing and discontinued noncontrolling interest, discontinued operations, restructuring and acquisition related expenses, amortization expense related to all acquired intangible assets, gains and losses on debt extinguishment, the change in fair value of contingent consideration liabilities, other gains and losses related to acquisitions, equity method investments or divestitures, impairment charges, excess tax benefits and deficiencies from stock‐based payments and any tax effect of these adjustments. The tax effect of these adjustments is calculated using the effective tax rate for the applicable period or for certain discrete items the specific tax expense or benefit for the adjustment. Given the variability and volatility of the amount and frequency of costs related to acquisitions, management believes that these costs are not normal operating expenses and should be adjusted in our calculation of Adjusted Net Income from Continuing Operations Attributable to LKQ Stockholders. Our adjustment of the amortization of all acquisition‐related intangible assets does not exclude the amortization of other assets, which represents expense that is directly attributable to ongoing operations. Management believes that the adjustment relating to amortization of acquisition‐related intangible assets supplements the GAAP information with a measure that can be used to assess the comparability of operating performance. The acquired intangible assets were recorded as part of purchase accounting and contribute to revenue generation. Amortization of intangible assets that relate to past acquisitions will recur in future periods until such intangible assets have been fully amortized. Any future acquisitions may result in the amortization of additional intangible assets. These financial measures are used by management in its decision making and overall evaluation
- f our operating performance and are included in the metrics used to determine incentive compensation for our senior management. Adjusted
Net Income and Adjusted Diluted Earnings per Share from Continuing Operations Attributable to LKQ Stockholders should not be construed as alternatives to Net Income or Diluted Earnings per Share as determined in accordance with accounting principles generally accepted in the United States. In addition, not all companies that report measures similar to Adjusted Net Income and Adjusted Diluted Earnings per Share from Continuing Operations Attributable to LKQ Stockholders calculate such measures in the same manner as we do and, accordingly, our calculations are not necessarily comparable to similarly‐named measures of other companies and may not be appropriate measures for performance relative to other companies.
Appendix 5 ‐ Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow
Three Months Ended June 30(1) Six Months Ended June 30(1) (in millions) 2020 2019 2020 2019
Net cash provided by operating activities $718 $461 $913 $638 Less: purchases of property, plant and equipment 33 48 77 101 Free cash flow $686 $413 $836 $537
(1) The sum of the individual components may not equal the total due to rounding
We have presented free cash flow solely as a supplemental disclosure that offers investors, securities analysts and other interested parties useful information to evaluate our liquidity. We calculate free cash flow as net cash provided by operating activities, less purchases of property, plant and equipment. We believe free cash flow provides insight into our liquidity and provides useful information to management and investors concerning our cash flow available to meet future debt service obligations and working capital requirements, make strategic acquisitions and repurchase stock. We believe free cash flow is used by investors, securities analysts and other interested parties in evaluating the liquidity of other companies, many of which present free cash flow when reporting their results. This financial measure is included in the metrics used to determine incentive compensation for our senior management. Free cash flow should not be construed as an alternative to net cash provided by operating activities, as determined in accordance with accounting principles generally accepted in the United States. In addition, not all companies that report free cash flow information calculate free cash flow in the same manner as we do and, accordingly, our calculation is not necessarily comparable to similarly‐named measures of other companies and may not be an appropriate measure for liquidity relative to other companies.
Year Ended December 31(1) (in millions) 2015 2016 2017 2018 2019 Operating Cash Flows $544 $635 $519 $711 $1,064 Less: Operating Cash Flows ‐ Discontinued Operations — 64 (4) (4) — Operating Cash Flows from Continuing Operations $544 $571 $523 $715 $1,064 Capital Expenditures 170 207 179 250 266 Less: Capital Expenditures ‐ Discontinued Operations — 24 4 — — Continuing Capital Expenditures $170 $183 $175 $250 $266 Free Cash Flow from Continuing Operations $374 $388 $347 $465 $798
Appendix 6 ‐ Reconciliation of Gross Margin to Adjusted Gross Margin
(1) The sum of the individual components may not equal the total due to rounding
North America Adjusted Gross Margin Three Months Ended(1) Six Months Ended(1) (in millions) June 30, 2020 June 30, 2019 June 30, 2020 June 30, 2019
Gross margin $454 $583 $1,065 $1,158 Add: Restructuring expenses ‐ cost of goods sold 3 — 3 — Adjusted gross margin $457 $583 $1,068 $1,158 Gross margin % 44.9% 44.1% 46.3% 44.1% Adjusted gross margin % 45.2% 44.1% 46.4% 44.1%
Europe Adjusted Gross Margin Three Months Ended(1) Six Months Ended(1) (in millions) June 30, 2020 June 30, 2019 June 30, 2020 June 30, 2019
Gross margin $445 $545 $952 $1,078 Add: Restructuring expenses ‐ cost of goods sold 3 — 3 — Adjusted gross margin $448 $545 $955 $1,078 Gross margin % 36.8% 36.0% 37.0% 36.4% Adjusted gross margin % 37.0% 36.0% 37.1% 36.4%
Consolidated Adjusted Gross Margin Three Months Ended(1) Six Months Ended(1) (in millions) June 30, 2020 June 30, 2019 June 30, 2020 June 30, 2019
Gross margin $1,011 $1,247 $2,225 $2,455 Add: Restructuring expenses ‐ cost of goods sold 6 — 6 — Adjusted gross margin $1,017 $1,247 $2,231 $2,455 Gross margin % 38.5% 38.4% 39.5% 38.7% Adjusted gross margin % 38.7% 38.4% 39.6% 38.7%
Appendix 6 ‐ Reconciliation of Gross Margin to Adjusted Gross Margin
We have presented adjusted gross margin solely as a supplemental disclosure that offers investors, securities analysts and other interested parties useful information to evaluate the operating performance of our continuing business across reporting periods and in analyzing our historical operating results. We calculate adjusted gross margin as gross margin plus restructuring expenses recorded in cost of goods sold. We believe adjusted gross margin provides insight into our operating performance and provides useful information to management and investors concerning our gross margins. We believe adjusted gross margin is used by investors, securities analysts and other interested parties in evaluating the operating performance of other companies, many of which present adjusted gross margin when reporting their
- results. Adjusted gross margin should not be construed as an alternative to gross margin, as determined in accordance with accounting
principles generally accepted in the United States. In addition, not all companies that report adjusted gross margin information calculate adjusted gross margin in the same manner as we do and, accordingly, our calculation is not necessarily comparable to similarly‐named measures of other companies and may not be an appropriate measure for performance relative to other companies.